Common use of Obligation to Keep Confidential Clause in Contracts

Obligation to Keep Confidential. Receiving Party shall, and shall cause its Authorized Parties to, for the greater of the following periods: (A) five years from the date of receipt of the Confidential Information, (B) for so long as the Confidential Information constitutes trade secrets under Applicable Law and (C) with respect to Edison’s Confidential Information related to Critical Cyber Assets, Critical Energy Infrastructure Information, BES Cyber System Information, and EPI, until such time Edison provides notice that such information is no longer confidential, (1) keep strictly confidential and take reasonable precautions to protect against the disclosure of all Confidential Information; and (2) use all Confidential Information solely for the purposes of performing its obligations under the Agreement and not for any other purpose. However, Receiving Party may disclose Confidential Information to those of its Authorized Parties who need to know this information for the purposes of performing the Receiving Party’s obligations under the Agreement if, prior to being given access to Confidential Information, those Authorized Parties are informed of the information’s confidential nature and the requirements of the Agreement, and are directed to comply with the requirements of the Agreement. The Receiving Party shall hold Confidential Information in confidence with at least the same degree of care with which it protects its own confidential and proprietary information. Contractor shall comply with the additional requirements of the Cyber Policy for all Information Systems accessing, using, or storing Edison Data in electronic or digital form and all Edison Data accessed, received, or maintained by Contractor. Each Party will be responsible for any breach of the Agreement by its Authorized Parties. The requirements of this Section 8 and its subsections extend to Confidential Information created by Contractor for Edison as a Deliverable.

Obligation to Keep Confidential. (A) Subject to the additional restrictions of Section 9.1(B), Receiving Party shall, and shall cause its Authorized Parties to, for the greater of the following periods: (A1) five years from the date of receipt of the Confidential Information, (B2) for so long as the Confidential Information constitutes trade secrets under Applicable Law and (C3) with respect to Edison’s Confidential Information related to Critical Cyber Assets, Critical Energy Infrastructure Information, BES Cyber System Information, and EPI, until such time Edison EMS or Customer provides Contractor with written notice that such information is no longer confidentialmay be distributed or disclosed without restriction, and subject to the additional restrictions of this Section 9.1 (1a) keep strictly confidential and take reasonable precautions to protect against the disclosure of all that Confidential Information; and (2b) use all that Confidential Information solely for the purposes of performing its obligations under the Agreement and not for any other purpose. However, Receiving Party may disclose the Disclosing Party’s Confidential Information to those of its Authorized Parties who need to know this information for the purposes of performing the Receiving Party’s obligations under the Agreement if, prior to being given access to Confidential Information, those Authorized Parties are informed of the information’s confidential nature and the requirements of the Agreement, and are directed to comply with the requirements of the Agreement. The Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence with at least the same degree of care with which it protects its own confidential and proprietary information. Contractor shall comply with the additional requirements of the Cyber Policy Requirements for all Information Systems accessing, using, or storing Edison Data in electronic or digital form and all Edison Data accessed, received, or maintained by Contractor. Each Party will be responsible for any breach of the Agreement by its Authorized Parties. The requirements of this Section 8 9 and its subsections extend to Confidential Information created by Contractor for Edison EMS or Customer as a Deliverable. (B) Notwithstanding anything to the contrary in the Agreement, (i) Contractor shall hold BES Cyber System Information, CEII, and EPI in strict confidence, (ii) Contractor shall not sell such information, and (iii) subject to Section 9.3, Contractor shall not retain, use, distribute or disclose such information (a) other than for the purpose of performing the Services, and (b) outside of Contractor’s direct business relationship with Edison. Contractor’s obligations under this Section 9.1(B) shall apply regardless of whether such information falls within the definition of Confidential Information under the Agreement and shall continue until such time as Edison provides notice that such information may be distributed or disclosed without restriction. This Section 9.1(B) shall survive the termination or expiration of the Agreement. Contractor hereby certifies pursuant to California Civil Code Section 1798.140(w)(2)(A) that Contractor understands and will comply with the restrictions in this Section 9.1(B) with respect to EPI.

Obligation to Keep Confidential. (A) Subject to the additional restrictions of Section 9.1(B), Receiving Party shall, and shall cause its Authorized Parties to, for the greater of the following periods: (A1) five years from the date of receipt of the Confidential Information, (B2) for so long as the Confidential Information constitutes trade secrets under Applicable Law and (C3) with respect to Edison’s Confidential Information related to Critical Cyber Assets, Critical Energy Infrastructure Information, BES Cyber System Information, and EPI, until such time Edison EMS or Customer provides Contractor with written notice that such information is no longer confidentialmay be distributed or disclosed without restriction, and subject to the additional restrictions of this Section 9.1 (1a) keep strictly confidential and take reasonable precautions to protect against the disclosure of all that Confidential Information; and (2b) use all that Confidential Information solely for the purposes of performing its obligations under the Agreement and not for any other purpose. However, Receiving Party may disclose the Disclosing Party’s Confidential Information to those of its Authorized Parties who need to know this information for the purposes of performing the Receiving Party’s obligations under the Agreement if, prior to being given access to Confidential Information, those Authorized Parties are informed of the information’s confidential nature and the requirements of the Agreement, and are directed to comply with the requirements of the Agreement. The Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence with at least the same degree of care with which it protects its own confidential and proprietary information. Contractor shall comply with the additional requirements of the Cyber Policy Requirements for all Information Systems accessing, using, or storing Edison Data in electronic or digital form and all Edison Data accessed, received, or maintained by Contractor. Each Party will be responsible for any breach of the Agreement by its Authorized Parties. The requirements of this Section 8 9 and its subsections extend to Confidential Information created by Contractor for Edison EMS or Customer as a Deliverable. (B) Notwithstanding anything to the contrary in the Agreement, (i) Contractor shall hold BES Cyber System Information, CEII, and EPI in strict confidence, (ii) Contractor shall not sell such information, and (iii) subject to Section 9.3, Contractor shall not retain, use, distribute or disclose such information (a) other than for the purpose of performing the Services, and (b) outside of Contractor’s direct business relationship with Xxxxxx. Contractor’s obligations under this Section 9.1(B) shall apply regardless of whether such information falls within the definition of Confidential Information under the Agreement and shall continue until such time as Edison provides notice that such information may be distributed or disclosed without restriction. This Section 9.1(B) shall survive the termination or expiration of the Agreement. Contractor hereby certifies pursuant to California Civil Code Section 1798.140(w)(2)(A) that Contractor understands and will comply with the restrictions in this Section 9.1(B) with respect to EPI.

Obligation to Keep Confidential. Receiving Party shall, and shall cause its Authorized Parties to, for the greater of the following periods: (A) five years from the date of receipt of the Confidential Information, (B) for so long as the Confidential Information constitutes trade secrets under Applicable Law and (C) with respect to EdisonXxxxxx’s Confidential Information related to Critical Cyber Assets, Critical Energy Infrastructure Information, BES Cyber System Information, and EPI, until such time Edison provides notice that such information is no longer confidential, (1) keep strictly confidential and take reasonable precautions to protect against the disclosure of all Confidential Information; and (2) use all Confidential Information solely for the purposes of performing its obligations under the Agreement and not for any other purpose. However, Receiving Party may disclose Confidential Information to those of its Authorized Parties who need to know this information for the purposes of performing the Receiving Party’s obligations under the Agreement if, prior to being given access to Confidential Information, those Authorized Parties are informed of the information’s confidential nature and the requirements of the Agreement, and are directed to comply with the requirements of the Agreement. The Receiving Party shall hold Confidential Information in confidence with at least the same degree of care with which it protects its own confidential and proprietary information. Contractor shall comply with the additional requirements of the Cyber Policy for all Information Systems accessing, using, or storing Edison Data in electronic or digital form and all Edison Data accessed, received, or maintained by Contractor. Each Party will be responsible for any breach of the Agreement by its Authorized Parties. The requirements of this Section 8 and its subsections extend to Confidential Information created by Contractor for Edison as a Deliverable.

Obligation to Keep Confidential. Receiving Party shall, and shall cause its Authorized Parties to, for the greater of the following periods: (A) five years from the date of receipt of the Confidential Information, (B) for so long as the Confidential Information constitutes trade secrets under Applicable Law and (C) with respect to Edison’s Confidential Information related to Critical Cyber Assets, Critical Energy Infrastructure Information, BES Cyber System Information, and EPI, until such time Edison provides notice that such information is no longer confidential, (1) keep strictly confidential and take reasonable precautions to protect against the disclosure of all that Confidential Information; and (2) use all that Confidential Information solely for the purposes of performing its obligations under the Agreement and not for any other purpose. However, Receiving Party may disclose the Disclosing Party’s Confidential Information to those of its Authorized Parties who need to know this information for the purposes of performing the Receiving Party’s obligations under the Agreement if, prior to being given access to Confidential Information, those Authorized Parties are informed of the information’s confidential nature and the requirements of the Agreement, and are directed to comply with the requirements of the Agreement. The Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence with at least the same degree of care with which it protects its own confidential and proprietary information. Contractor shall comply with the additional requirements of the Cyber Policy for all Information Systems accessing, using, or storing Edison Data in electronic or digital form and all Edison Data accessed, received, or maintained by Contractor. Each Party will be responsible for any breach of the Agreement by its Authorized Parties. The requirements of this Section 8 and its subsections extend to Confidential Information created by Contractor for Edison as a Deliverable.

Obligation to Keep Confidential. Receiving Party shall, and shall cause its Authorized Parties to, for the greater of the following periods: (A) five years from the date of receipt of the Confidential Information, (B) for so long as the Confidential Information constitutes trade secrets under Applicable Law and (C) with respect to Edison’s Confidential Information related to Critical Cyber Assets, Critical Energy Infrastructure Information, BES Cyber System Information, and EPI, until such time Edison provides notice that such information is no longer confidential, (1) keep strictly confidential and take reasonable precautions to protect against the disclosure of all that Confidential Information; and (2) use all that Confidential Information solely for the purposes of performing its obligations under the Agreement and not for any other purpose. However, Receiving Party may disclose the Disclosing Party’s Confidential Information to those of its Authorized Parties who need to know this information for the purposes of performing the Receiving Party’s obligations under the Agreement if, prior to being given access to Confidential Information, those Authorized Parties are informed of the information’s confidential nature and the requirements of the Agreement, and are directed to comply with the requirements of the Agreement. The Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence with at least the same degree of care with which it protects its own confidential and proprietary information. Contractor shall comply with the additional requirements of the Cyber Policy for all Information Systems accessing, using, or storing Edison Data in electronic or digital form and all Edison Data accessed, received, or maintained by Contractor. Each Party will be responsible for any breach of the Agreement by its Authorized Parties. The requirements of this Section 8 9 and its subsections extend to Confidential Information created by Contractor for Edison EMS as a Deliverable.